Exhibit 4(A)

                                DAXOR CORPORATION
                             2004 Stock Option Plan

1.    Purpose. The purpose of the Stock Option Plan of DAXOR CORPORATION is to
      provide incentive to employees, officers, agents, consultants, and
      independent contractors of the Corporation, as defined below, to encourage
      proprietary interest in the Corporation by such employees, officers,
      agents, consultants, and independent contractors to encourage them to
      remain in the employ of the Corporation, and to attract to the Corporation
      individuals of experience and ability.

2.    Definitions.

      (a) "Board" shall mean the Board of Directors of the Company.

      (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (c) "Committee" shall mean the Committee appointed by the Board in
      accordance with Section 3 of the Plan.

      (d) "Common Stock" shall mean the $.01 par value Common Stock of the
      Company.

      (e) "Company" shall mean DAXOR CORPORATION, a New York Corporation.

      (f) "Corporation" shall mean and include the Company and any parent or
      subsidiary corporation thereof, within the meaning of Section 424 of the
      Code.

      (g) "Disability" shall mean the condition of an Employee who is unable to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in death or which has lasted or can be expected to last for a continuous
      period of not less than twelve (12) months.

      (h) "Employee" shall mean any individual (including an officer or a
      director) who is an employee of the Corporation (within the meaning of
      Section 3401 of the Code and the regulations thereunder).

      (i) "Exercise Price" shall mean the price per Share of Common Stock,
      determined by the Board or Committee, at which an Option may be exercised.

      (j) "Fair Market Value" of a Share of Common Stock as of a specified date
      shall mean the closing price of a Share on the principal securities
      exchange on which such Shares are traded on the day immediately preceding
      the date as of which Fair Market Value is being determined, or on the next
      preceding date on which such Shares are traded. If no Shares were traded
      on such immediately preceding day, or if the Shares are not traded on a
      securities exchange, Fair Market Value shall be deemed to be the average
      of the high bid and low asked prices of the Shares in the over-the-counter
      market on the day immediately preceding the date as of which Fair Market
      Value is being determined, or on the next preceding date on which such
      high bid and low asked prices were recorded. If the Shares are not
      publicly traded, Fair Market Value shall be determined by the Board or
      Committee, and in no event shall Fair Market Value be determined with
      regard to restrictions other than restrictions which, by their terms,
      shall never lapse.

      (k) "Incentive Stock Option" shall mean an Option described in Code
      Section 422(b).

      (l) "Non-statutory Stock Option" or "Non-qualified Option" shall mean an
      Option which is not an Incentive Stock Option.

      (m) "Option" shall mean a stock option granted pursuant to the Plan.


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      (n) "Optionee" shall mean a person to whom an Option has been granted.

      (o) "Plan" shall mean this DAXOR CORPORATION Stock Option Plan.

      (p) "Purchase Price" shall mean the Exercise Price times the number of
      whole Shares with respect to which an Option is exercised.

      (q) "Share" shall mean one share of Common Stock.

      (r) "Ten Percent Shareholder" shall mean any employee who, at the time of
      the grant of an Option, owns (or is deemed to own, under Section 424(d) of
      the Code) more than ten percent of the total combined voting power of all
      classes of outstanding stock of the Corporation.

3.    Administration.

      This Plan shall be administered by the Board of Directors of the Company
      (the "Board") or, in the event the Board shall appoint and/or authorize a
      committee of two or more members of the Board to administer this Plan, by
      such committee. The administrator of this Plan shall hereinafter be
      referred to as the "Plan Administrator".

      The foregoing notwithstanding, in the event the Company shall register any
      of its equity securities pursuant to Section 12(b) or 12(g) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
      non-employee directors are eligible to receive options or Restricted Stock
      under this Plan, then with respect to grants to be made to directors: (a)
      the Plan Administrator shall be constituted so as to meet the requirements
      of Section 16(b) of the Exchange Act, and Rule 16b-3 thereunder, each as
      amended from time to time, or (b) if the plan Administrator cannot be so
      constituted, no options shall be granted under this Plan to any Directors.

      Procedures. The Board shall designate one of the members of the Plan
      Administrator as chairman. The Plan Administrator may hold meetings at
      such times and places as it shall determine. The acts of a majority of the
      members of the Plan Administrator present at meetings at which a quorum
      exists, or acts reduced to or approved in writing by all Plan
      Administrator members, shall be valid acts of the Plan Administrator.

      Responsibilities. Except for the terms and conditions explicitly set forth
      in this Plan, the Plan Administrator shall have the authority, in its
      discretion, to determine all matters relating to the options to be granted
      under this Plan, including selection of the individuals to be granted
      options, the number of shares to be subject to each option, the exercise
      price, and all other terms and conditions of the options, including the
      designation of such options as an Incentive Stock Option or Non-statutory
      Stock Option. Grants under this Plan need not be identical in any respect,
      even when made simultaneously. The interpretation and construction by the
      Plan Administrator of any terms or provisions of this Plan or any option
      issued hereunder, or of any rule or regulation promulgated in connection
      herewith, shall be conclusive and binding on all interested parties, so
      long as such interpretations and construction with respect to Incentive
      Stock Options corresponds to the requirements of Internal Revenue Code
      (the "Code") Section 422, the regulations thereunder, and any amendments
      thereto.

      Section 16(b) Compliance and Bifurcation of Plan. It is the intention of
      the Company that this Plan comply in all respects with Rule 16b-3 under
      the Exchange Act, to extent applicable, and, if any Plan provision is
      later found not to be in compliance with such Section, the provision shall
      be deemed null and void, and in all events the plan shall be construed in
      favor of its meeting the requirements of Rule 16b-3,. Notwithstanding
      anything in the Plan to the contrary, the Board, in its absolute
      discretion, may bifurcate the Plan so as to restrict, limit or condition
      the use of any provision of the Plan to participants who are officers and
      directors or other persons subject to Section 16(b) of the Exchange Act
      without so restricting,


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      limiting or conditioning the Plan with respect to other participants.

4.    Maximum Number of Shares Subject to Plan.

      Subject to adjustment as provided in Section 15 hereof, the stock to be
      offered under the Plan shall consist of shares of the Company's authorized
      but unissued Common Stock, $.01 par value, and the aggregate amount of
      stock to be delivered upon exercise of all options granted under the Plan
      shall not exceed 200,000 of such shares, or 5% of the Company's
      outstanding shares, whichever is the larger number. If any option granted
      hereunder shall expire or terminate for any reason without having been
      exercised in full, the unpurchased shares subject thereto shall again be
      available for the purpose of this Plan.

5.    Eligibility and Participation.

      An Incentive Stock Option may be granted only to any individual who, at
      the time the option is granted, is an Employee of the Company or any
      related corporation. A nonstatutory Stock Option may be granted to any
      Employee, Officers, Agents, Consultants or Independent Contractors of the
      Company or any related corporation. The Plan Administrator shall determine
      from time to time which of the eligible Employees, Officers, Agents,
      Consultants or Independent Contractors of the Company and its subsidiaries
      shall be granted options, the time or times at which such options shall be
      granted and exercisable, and the number of shares to be subject to each
      option. An individual who has been granted an option ("Optionee") may, if
      he is otherwise eligible, be granted an additional option or options if
      the Plan Administrator shall so determine, provided the provisions of
      paragraph 9 shall apply to such subsequent grant.

6.    Purchase Price.

      The purchase price of the stock covered by each option shall be determined
      by the Plan Administrator but shall not be less than one hundred ten
      percent (110%) of the current market value. When the option is granted to
      an individual who at the time of grant is a Ten Percent Shareholder, this
      shall be considered a non-qualified option and subject to a purchase price
      of not less than one hundred ten percent (110%) of the fair market value
      of such stock, on the date the option is granted, as determined by the
      Plan Administrator, (and, as relates to a Ten Percent Holder. The Plan
      Administrator reserves the right to set the length of time the option is
      exercisable, not to exceed 5 years. In addition to aggregate Fair Market
      Value, determined as of the stock subject to the option granted the
      Optionee in any calendar year under all such plans of the Company and its
      parents and subsidiaries shall not exceed $100,000 plus an unused limit
      carryover to such year as defined and provided for in Section 422 (d) of
      the Internal Revenue Code.

7.    Options.

      Each Option granted shall be evidenced by a written agreement and all
      rights thereunder shall expire on such date the Plan Administrator may
      determine, but in no event later than 10 years from the date on which the
      option is granted, and shall be subject to earlier termination as provided
      herein. Each Option shall state the number of shares to which it pertains
      as well as the exercise price.

8.    Exercise of Options.

      Each Option shall be exercised in whole or in such installments during the
      period prior to its expiration date as the Plan Administrator shall
      determine, but in no event less than one year from the date of grant,
      provided that in the event the Option Holder shall not in any given
      installment period purchase all of the shares which he is entitled to
      purchase in such installment period, his right to purchase any shares not
      purchased in such installment period shall continue until the expiration
      date of sooner termination of his option. At the time of each exercise the
      Purchase Price of any shares purchased shall be paid in full in cash or by
      certified or cashier's check payable to the order of the Company. No share
      shall be issued until


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      full payment thereof has been made.

9.    Prior Options.

      Notwithstanding any other provisions of this Plan, no option granted under
      this Plan may be exercised while there is outstanding (within the meaning
      of Section 422(a) of the Internal Revenue Code) any incentive stock option
      which was granted to the Option Holder before the granting of the option
      sought to be exercised and which is for the purchase of stock of the
      Company, of a parent, subsidiary or predecessor corporation of any of
      them, viewed as of the time of the granting of the latest of such options.

10.   Nontransferrability of Options.

      An option granted under the Plan shall, by its terms, be nontransferable
      by the Optionee, either voluntarily or by operation of law, otherwise than
      by will or the laws of the descent and distribution, and shall be
      exercisable during his/her lifetime only by the Optionee.

11.   Employment.

      Nothing contained in the Plan or in any option granted under the Plan
      shall confer upon any Optionee any right with respect to the continuation
      of his/her employment by the Company or any subsidiary or interfere in any
      way with the right of the Company or of any subsidiary (subject to the
      terms of any separate employment agreement to the contrary) at any time to
      terminate such employment or to increase or decrease the compensation of
      the Optionee from the rate in existence at the time of the granting of an
      Option.

12.   Termination of Employment.

      If an Optionee ceases to be employed by the Company or one of its
      subsidiaries for any reason other than his death, his option shall
      immediately terminate; provided, however, that if such cessation of
      employment shall be due to his voluntary resignation with the consent of
      the Board of Directors of the Company or such subsidiary, and the Board
      permits an extension expressed in the form of a resolution, or to his
      retirement under the provisions of any Pension or Retirement Plan of the
      Company or of such subsidiary then in effect, such Option may be exercised
      to the extent exercisable but remaining unexercised on the date of such
      cessation of employment, within three (3) months after the date he ceases
      to be an employee of the Company or such subsidiary, or if such Optionee
      has a disability, within three (3) months after he ceases to be an
      employee of the Company, to the extent exercisable but remaining
      unexercised on the date his employment terminates.

13.   Death of Option Holder.

      If an Optionee dies while he is employed by the Company or one of its
      subsidiaries or within three (3) months after he shall cease to be an
      employee by reason of his voluntary resignation with the consent of the
      Board of Directors of the Company or such subsidiary expressed in the form
      of a resolution, or his retirement under the provisions of any Pension or
      Retirement Plan of the Company or of such subsidiary then in effect, this
      option shall expire one (1) year after the date of such death. During such
      period after such death such option, to the extent that it was exercisable
      but it remained unexercised on the date of death, but subject to
      adjustment in respect of option price and number and class of shares by
      reason of any event occurring subsequent to such date of death as provided
      in Section 15 thereof, may be exercised by the person or persons to whom
      the Optionee's rights under the option shall pass by his will or by the
      laws of descent and distribution and such person or persons shall
      adequately prove to the Company his right to exercise any such option. To
      the extent of any conflict between paragraphs 12 and 13, paragraph 13
      shall govern. Anything hereinabove stated in paragraphs 12 or 13 to the
      contrary notwithstanding, an option


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      may not be exercised by anyone after the expiration of the maximum period
      provided for in paragraph 7.

14.   Privileges of Stock Ownership.

      No person entitled to exercise any option granted under the Plan shall
      have any of the rights and privileges of a stockholder of the Company in
      respect of any shares of stock issuable upon exercise of such option until
      certificates representing such shares shall have been issued and
      delivered. No shares shall be issued and delivered upon exercise of any
      option unless and until, in the opinion of counsel for the Company, any
      applicable registration requirement of the Securities Act of 1993, any
      applicable listing requirements of any national securities exchange on
      which stock of the same class is then listed, and any other requirements
      of law or of any regulatory bodies having jurisdiction complied with. The
      company may, but need not, require that all costs in connection with any
      such registration, listing or any other requirements of law be paid by the
      person exercising the option.

15.   Adjustments.

      If the outstanding shares for the Common Stock of the Company are
      increased, decreased, or changed into or exchanged for a different number
      or kind of shares or securities of the Company, through reorganization,
      recapitalization, reclassification, stock dividend, stock split or reverse
      stock split, an appropriate and proportionate adjustment shall be made in
      the maximum number and kind of shares as to which options may be granted
      under this Plan. A corresponding adjustment changing the number or kind of
      shares allocated to unexercised option or portions thereof, which shall
      have been granted prior to any such change, shall likewise be made. Any
      such adjustment in the number of shares subject to outstanding options
      shall be made without change in the aggregate purchase price applicable to
      the unexercised portion of the Option but with a corresponding adjustment
      in the price for each share or other unit of any security then covered by
      the Option.

      Upon the dissolution or liquidation of the Company or upon a
      reorganization, merger, or consolidation of the Company with one or more
      corporations as a result of which the Company is not the surviving
      corporation, or upon a sale of substantially all of the property or more
      than eighty percent (80%) of the then outstanding stock of the Company to
      another corporation, the Plan shall terminate and any option theretofore
      granted hereunder shall terminate unless provision be made in writing in
      connection with such transaction for the continuance of the Plan or for
      the assumption of options theretofore granted hereunder shall terminate
      unless provision be made in writing in connection with such transaction
      for the continuance of the Plan or for the assumption of Options
      theretofore granted, or the substitution for such options of new Options
      covering the stock of a successor employer corporation, or a parent or
      subsidiary thereof, with appropriate adjustments as to number and kind of
      shares and prices, in which event the Plan and options theretofore granted
      shall continue in the manner and under the terms so provided; however, it
      is further provided that each Optionee shall, in such event, have the
      right immediately prior to such dissolution or liquidation, or merger or
      consolidation in which the Company is not the surviving corporation, if a
      period of one (1) year from the date of the grant of the Option shall have
      elapsed, to exercise the Option in whole or in part, whether or not the
      Optionee's right to exercise such Option had otherwise accrued pursuant to
      the terms of the Option agreement pursuant to which such Option was
      granted, subject to any limitations on exercisability imposed by the Board
      or Committee and contained in the Option agreements.

      Adjustments under this section shall be made by the Board of Directors
      whose determination as to what adjustments shall be made, and the extent
      thereof shall be final, binding and conclusive. No fractional shares of
      stock or units or other securities shall be issued under the Plan or any
      such adjustment, and any fractions resulting from any such adjustment
      shall be eliminated in each case by rounding either upward or downward to
      the nearest whole share or unit, provided, however, that any adjustments
      under this Section shall be made in such manner as not to constitute a
      "modification" as defined in Section 424 of the


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      Internal Revenue Code.

16.   Other Provisions.

      The Option Agreements authorized under the Plan shall contain such other
      provisions, including, without limitation, restrictions upon the exercise
      of the option, as the Plan Administrator or the Board of Directors of the
      Corporation shall deem advisable. Any such Option Agreement shall contain
      such limitations and restrictions upon the exercise of the options as
      shall be necessary in order that such option will be an "incentive stock
      option" as defined in Section 422(a) of the Internal Revenue Code or to
      conform to any change in the law.

17.   Withholding Tax Requirement.

      The Company or any related corporation shall have the right to retain and
      withhold from any payment of cash or Common Stock under the Plan the
      amount of taxes required by any government to be withheld or otherwise
      deducted and paid with respect to such payment. At its discretion, the
      Company may require an Optionee receiving shares of Common Stock to
      reimburse the Company for any such taxes required to be withheld by the
      Company and withhold any distribution in whole or in part until the
      Company is so reimbursed. In lieu thereat the Company shall have the right
      to withhold from any other cash amounts due or to become due from the
      Company to the Optionee an amount equal to such taxes or retain and
      withhold a number or shares having a market value not less than the amount
      of such taxes required to be withheld by the Company to reimburse the
      Company for any such taxes and cancel (in whole or in part) any such
      shares so withheld.

18.   Amendment and Termination of Plan.

      The Board of Directors of the Company may at any time suspend or terminate
      the Plan. The Board may also at any time amend or revise the terms of the
      Plan, provided that no such amendment or revisions shall increase the
      maximum number of shares in the aggregate which may be sold pursuant to
      the options granted under Plan, except as permitted under the provisions
      of Section 15, or change the minimum purchase price set forth in Section
      6, or increase the maximum term of options provided for in Section 7, or
      permit the granting of options to anyone other than as provided in Section
      5.

19.   No amendment, suspension or termination of the Plan shall (a) result in
      the disqualification of any option granted pursuant to the Plan as an
      "Incentive Stock Option" under the Internal Revenue Code or (b) without
      the consent of the Option Holder, alter or impair any rights or
      obligations under any option theretofore granted under the Plan unless
      authorized by the provision of the Plan.

20.   Indemnification of Committee.

      In addition to such other rights of indemnification as they may have as
      directors, the members of the Plan Administrator shall be indemnified by
      the Company to the full extent authorized by the General Corporation Law
      of the State of New York provided that within 60 days after the
      institution of any action, suit or proceeding to which such
      indemnification applies and the Plan Administrator member shall, in
      writing, offer the Company the opportunity at its own expense, to handle
      and defend the same.

21.   Application of Funds.

      The proceeds received by the Company from the sale of Stock pursuant to
      option will be used for general corporate purposes.


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22.   No Obligation to Exercise Option.

      The granting of an Option shall impose no obligation upon the Option
      Holder to exercise such Option.

23.   Effective Date.

      The Plan shall become effective upon its approval by the affirmative vote
      or consent of the Holders of a majority of shares of Common Stock
      outstanding. The Plan shall terminate on 6/24/2014 and no further options
      shall thereafter be granted hereunder.

24.   Governing Law.

      The provisions of this Plan shall be governed and construed in accordance
      with the laws of the State of New York provided, however, that in the case
      of the provisions applicable to Incentive Stock Options, such provisions
      shall (to the extent possible) be construed in a manner conforming to and
      consistent with the requirements of Section 422(a) of the Code.


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